Maka's Adventures in Wonderland
by Autumn Thief
Summary: One bloody moonlit night, Maka falls down a well. The strange place she encounters isn't as wonderful as it sounds. A Soul Eater parody of Alice's Adventures in Wonderland.
1. CH1: Down the Well

Disclaimer: Don't own Soul Eater or Alice's Adventures in Wonderland.

Summary: A Soul Eater take on _Alice's Adventures in Wonderland, _chapter by chapter of the original book, swapping in characters from SE.

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The library was a quiet and desolate place, a vast chamber of bookshelves and stacks. Dim candle lights flickered, making the shadows dance like at a tribal ritual. Overhead was a skylight, allowing the eternal crescent moon to laugh bloodily at the people underneath. Here was where troves of the most important treasure to any educational institution were stored: knowledge. The walls were filled with endless volumes of leather bound books, tattered scrolls, and even some stone tablets. Of course, not everything was available to everyone. Information of consequence demanded a higher status to be able to handle its secrets.

A dirty-blonde teenage girl sat amidst a stack of checked out books and essays. Disorganized tabs and bookmarks stuck out from the pages of these works, yet the one who placed them there knew exactly what each mark meant. Remarkably, all of the books that had been marked seemed to be done with. What the user was currently working on was a grammatical rules book, specializing on citation.

This girl had no problem checking out books of higher caliber. Using her father's ID—that of a Deathscythe—allowed her to persuade by influence the book concierge to fetch any resource she wished.

The girl slumped over the volume, dark circles beginning to form under her eyes. Yawning, she closed the manual and mumbled, "A rock slab doesn't have an author, title, _or_ date…and I'm not even sure if publishing companies were even there back then."

She shook her head here—of course there were no publishing companies back in the stone ages. Her all-nighter was beginning to get to her. The girl rubbed her eyes and looked at a manuscript of an essay of scribbles that she called her handwriting. She smiled slightly at this; her handwriting was akin to her father's, one of the few things they shared in common. With all the work she had been doing, she had neglected her school work. This assignment needed to be done, and fast—by morning first period it was due.

She rubbed her head, saying, "C'mon, Maka! You have to focus!" She patted her cheeks, did some jumping jacks, and stretched. With some energy regained and blood circulating, she once again sat down at the table and picked up a pen to make the first corrections.

A small creak of a door echoed thought the library, and then a click followed as the door was shut once again. Her pen stopped before it hit the messy page. Maka glanced up, her nerves perked. It sounded like the main doors to the library had opened. Simply glancing around in the dim light did no good. She was about to call out into the darkness just to see who was there, but stopped.

A figure with white hair stepped out of the shadows, crossing the empty floor before Maka. From behind the pile of books, she observed this newcomer. Looking closely, she noticed that he had red eyes, which gave of a strange glow in the moonlight. He was shaggy by all appearances, about her height.

"Soul," she whispered. But what was he doing in the library? He never, _ever_ entered the place unless absolutely necessary. His expression was also a different matter; instead of his 'cool guy' smirk or 'bored guy' pout, he had a grim, almost nervous look on his face.

Perhaps he was concerned about her? After all, he always seemed worried about her over-studying health. Maka was about to stand up and say hello, but stopped. Soul lifted his wrist, exposing the face of a watch in the moonlight. His whisper of a voice echoed though the stacks, "I'm late."

He began walking with haste towards the opposite end of the library, glancing at his watch as the seconds of the night rolled by. Maka's eyebrows converged in concern and curiosity. She stood up—forget the paper, it seemed like Soul was being bothered by something. In her heart, friendship was more important than school. It was cheesy and something she'd never say aloud, but this meister felt this moral to be true.

It was a bit hard to exactly follow where he went in the darkness, but the sounds of his stride were loud in the silence. In this sense using her soul perception ability would be a waste of time, so she did not bother. Maka kept up a silent pace, being careful of her footfalls. It occurred to her that she really not be concerned with keeping silent—they were partners. If he was having late night excursions, she had all the right to know.

She turned the corner of book shelves, whose height enveloped the corner in complete shadow. She rounded the corner just in time to see Soul's figure falling down some sort of chasm in the corner. It was an old, grey well of some sort whose grey stones were brittle with moss and slime. In the back of her mind, she wondered why a well was in the library and why she had never noticed it before. However, another alarm went off in her head and she immediately leapt into the well after Soul, never once considering how in the world she was to get out again.

The wind brushed up at her as she fell, her hair flailing about her head in a wild manner. She cursed wearing a skirt, but felt glad that it was too dark to see anything lest Soul be below her. The well seemed endless. Strange cupboards lined the walls, thousands and thousands of cabinets of the strangest things. She attempted to touch them, but then recoiled at the slimy filth that covered the compartments. Strangely enough, the matter smelled like orange marmalade.

Maka sighed at the fast passing surroundings. Exactly when was she supposedly going to hit the bottom? Perhaps it was morning already. Maybe pulling an all-nighter for an essay was a fruitless attempt especially since it seemed that there was no way it would be finished in time. She grumbled and was about to yell at Soul, wherever he was, for making her miss an assignment. No way he finished his, either.

"Soul, you're gonna pay for making me neglect my essay!" she shouted. "If Professor Stein gives me anything less than a A-, I'm taking those kishin egg souls away after the mission so you don't eat them!" She was going out on a limb here, but Maka had the impression that it was something all weapons craved.

"And then I'm going to steal your head band. It looks better on me anyways," she added, crossing her arms. Still no response. Maka tried to hear ahead of her in the darkness, but it was a bit difficult with the wind rushing past her ears.

So, she triggered her soul perception ability, a trait at which she just so happened to excel. She waited the one second that it took for her scanning wavelength to emit and bounce off neighboring soul wavelengths, sending the signal back to her. It was a process like radar or echolocation, only sing soul wavelengths instead of sound.

She let out a small gasp, and tried again. No doubt about it: Soul was not in front of her falling down the well. Maka narrowed her eyes, cursing the darkness again. What had happened to him? She felt absolutely no wavelength _at all_. In fact, the only wavelength was of her own. It was a strange and lonely sensation. Normally, there was at least some radiation of some sort from souls that constantly flew around in the air. But this pit had absolutely nothing, like the void was sucking everything into its darkness.

Suddenly, she felt cold and distant. The further she plunged down the well, the colder it became, and the farther removed from the world she felt. The darkness was consuming. If not for gravity's effects, she would have thought she was in the same dark room. The blackness was absorbing. In addition, some sort of smell was becoming more profound. It was acrid and disgusting, like the school's steamed carrots in a can mixed with rotting ketchup. Maka was surprised she didn't puke.

She felt the ground and landed perfectly unscathed on a pile of something squishy and squirmy. It seemed to breathe underneath her weight, as if the mass were alive. Whatever it was, she didn't want to stay; that crawling feeling was licking at her ankles. With no weapon, she still had some power to fight, but within the darkness laid the disadvantage. It was best to flee.

She quickly conducted another soul perception; yet again, there was nothing. She chose a direction in the darkness and walked, only finding that there was one way to head. Using the wall as guidance, she started heading towards its ending where she finally caught a glimpse of an amber colored light.

The moist ground ended, leading to her footfalls to make dry crackling noises beneath her feet. The amber light, on the other hand, did not brighten. Its glow stayed at a mellow gold twilight, but at least its range had increased. The added light gave her the option to peer down at her walkway.

The path on which she was walking were bones of premature length, pale and white, with some muscle firbirls still attached at the tubercules. Processing towards the dim light did the small bones become skinnier and drained, turning into twisted, brown twigs. Some of them even had leaves.

"Now I'm really late."

That was Soul's voice—but from where? Up ahead, definitely, but her soul perception had failed. Nor had she hear his footsteps on the bones and twigs. With that, Maka started sprinting. She rounded the last corner of the decrepit corridor, entering an antechamber. Soul was nowhere in sight.

A row of tiny suns hung from the low ceiling by chains, each in its pitiful afternoon state of trying to fight sleep. For some reason, each looked in pain. Their involuntary drool puddled on the twig floor. To her dismay, the room was full of doors of all sizes. Maka rushed to each of them, to no avail.

She turned, spotting a three-legged table in the center of the room. She wondered why she had not spotted it before, but coming closer to the piece of furniture it appeared to be made out of glass. Perhaps in the dim lighting it appeared clear. Whatever the case, the table was really of no interest to the young Meister. On top of the table was a strange, small, golden tool. It appeared to be some sort of key.

Maka's eyes lit up, and proceeded to test the key on each door. Turned out, the strange device did not work out for any of the doors she had initially tired. On the checking round for her key-prone errors, Maka caught eye of a tattered curtain. At its base of an awful smelling stain on the twigs. Regardless, she pulled back the curtain

The young Meister drew back at first, appalled at sight. A corpse was slumped against the wall, its hollow eyes crying out in eternal agony. The odd thing was that no creatures such as larvae and the like seemed to plague its flesh. Yet for some reason, it still had off a repelling scent. Maka narrowed her eyes, trying to get a sense of what the bizarre place she had stepped in was like. Here was a copse that was rotting but with no rotting agents. But it did not matter, what was nagging her the most was the urge to leave the place. Since up was not an option, it meant moving forward.

Behind the corpse was a very, very small door of fifteen inches. On this entrance did the tool work—the giant key-shaped device matched with the door. She heard the inner workings of a device churn from the walls and a small click. The door opened.

Too bad it was only fifteen inches tall and wide. Kneeling down and sighing in annoyance, she peered through the opening. She felt a cold brush of air on her face; instantly she sniveled. On the other side was a wasteland of glossy black ice, a frozen over mountain range in looming the distance. The it appeared as if a large storm had just ran through; countless trees were frozen and broken, and fresh powder was on the ground.

Seemed like she had a lot ahead for her this night. However, with no other leads, that frozen path was the only way to go. "I need a way to get though this door," she grumbled aloud and looked around the room.

More than likely for such a small door, there was probably another device or something that allowed passersbys to commute from the chamber to the ice wasteland. A second part of her laughed at her logic. Another part of her mused that with so many out-of-the- way things happening, that few things indeed were really impossible.

Maka turned around, ready to search the chamber for any clue to travel though the small door—and stopped in her tracks. On the glass table was a small vile, which had definitely not been there before. She tensed; once again she had not heard, seen, or sensed anything that could have placed the small bottle on the table.

She approached the vile, looking speculatively about the chamber. Trying to be as quiet as she could on the dead twigs and trying to dodge the globs of slob dripping from the suns, she walked to the table once again. Setting the key on its surface, she looked at the new container. Closer inspection of the purple vile revealed it was labeled 'Drink Me' in neat cursive handwriting.

The instant she read the scrawled words, she felt compelled to have a sip of whatever was in the glass. It went against all of her thinking, but the fact remained that she _must _drink it. Many thoughts went through her mind as she felt her hand lift up the cold purple jar, such as the feeling that whatever liquid was inside could be poison. It was almost an extrabodily experience as she felt herself put the glass to her lips and drink its contents.

She wanted to puke, but still the liquid slipped down her throat. It smelt like bleach and rubbing alcohol, but burned like the acid in one's stomach. She could have sworn that it was tearing away at her throat as she drank. Thankfully, the beverage was only a little amount. She finished and slumped onto the twig and slob ground. She started coughing, feeling like she would throw up her liver if it couldn't process whatever toxins the drink held.

It was then she realized that she had greatly shrunk in size. To her horror, she noticed that her maximum height must have only been ten or so inches. On a side note, this also signified that she was able to pass into the next chamber.

Unfortunately, she had forgotten the key on the table. Cursing herself, she looked aimlessly up at the now giant glass structure. There was no way she would be able to leap its heights. The meister looked around. Perhaps there was something else in the chamber she had overlooked, or maybe she could string together some of the twigs to make a ladder.

Instead, she spotted another glass object underneath the table. It was a box, now about her exact height. Without thinking twice, Maka opened the lid, revealing a rotten caramel apple. It probably used to be of the green granny smith variety, but now disgusting blue fuzz lined the coating like fur, and spewing holes in the fruit leaked a foul brown substance. Like the glass, a small note labeled read 'Eat Me' right beside the tart.

What a strange place in which she was. Maka idly wondered what effects the caramel apple would have. She really did not want to eat it. It could be that the cake would just shrink her again, but it may reveal a new possibility. She eyed the offering; it could end up being her only option, so she decided to take the risk.

Maka reached out a cautious hand and touched the sticky, fuzzy surface. Instantly, spores of mold separated into the air, making her sneeze. Wanting to be away from the disgusting decay, she grabbed a fistful of mush and bruised apple flesh. It was like pulp in her hand, and she felt she could fell the bacteria squirming around inside. The prokaryotes probably thought the apple was more delicious than the corpse.

Maka closed her eyes—and put the sample in her mouth and swallowed, attempting to make it bypass her taste buds. The try failed; she buckled. She felt her stomach heave, her esophagus sphincters revolting, but nothing happened. That was one bad apple.

She felt a strange sensation fall over her, like looking out from an ascending elevator or leaping high up into the air. She realized that her guess was correct—that the apple was there to instigate something. Unfortunately, that something was making her grow at a rapidly alarming rate.

The spurt increased Maka's size to well over nine feet, and she felt her head brush the suns strapped to the ceiling. They swung on their chains, breathing heavily in the way that they did, no longer laughing. They seared her scalp, singing her dirty blonde hair. The suns scowled at her. She covered her head, bending down to avoid burning.

"Now what?" she asked the empty room.

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Okay! That was really description heavy, but Ch1 of the book isn't really action friendly. (Don't worry, I won't have Maka wandering around the place without any action!) Also, Alice tends to talk to herself in this beginning anyways. A lot. And our heroine Maka isn't the ditsy self-conversing Alice type.

Why Maka as Alice? A natural curiosity is a common characteristic.

So, why Soul as the Rabbit? Well, he has white hair and red eyes==he's a white rabbit!

Then, why a well and not a rabbit hole? Because SE is very Halloweenesque, got to keep the creepiness up somehow. Furthermore, wells being linked to the supernatural/the morbid is a common theme in Japanese lore still found in modern entertainment. (Ex: The Ring, Inuyasha, Legend of Zelda)

Jeez, why start off in a library? A tribute to the original children's book.

Review please! This was a pilot chapter, I'll write more as soon as I get the feedback that people are interested. :)


	2. CH2: Pool of Drool

Disclaimer: I do not own _Soul Eater _nor _Alice's Adventures in Wonderland._

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Chapter 2: Pool of Drool

Maka would have liked to curse her literally _growing _problem, but she was too startled to say anything except, "Curiouser and curiouser."

The rotten apple of which she had bit triggered a sort of rapid growth spurt. In the recesses of her mind, she was yelling at herself for being stupid at eating a rotten apple in the first place. Then again, another part of her scolded, 'Now look what you got into—you're over nine feet high!' A third aspect was fervently trying to look for a way to solve the problem. The fourth and currently most dominant aspect Maka held was of awe of the strange and bizarre place.

Then again, 'awe' could not be the right word, either. Sure, she was baffled at the aspects of the chamber. Apples that made you grow and tiny suns used as lamps couldn't get much peculiar. However, there was a lingering, almost hospitable fear tugging at her mind. It was a constant in this place, swaying every move and decision Maka tried to make.

The meister hunched over in an attempt not to be scorched by the chained, sulking suns. They were still glaring at her with a ravenous look, their boiling drool pooling to the ground even more. One drop singed her exposed leg, leaving a raw red streak. She recoiled, backing away from the lights, only to feel some resistance in her step.

Maka involuntary glanced down at her feet, which now appeared so distant at over three meters tall. She felt herself let out a soft chuckle, and smirked at the situation. If she got any taller, maybe her feet would need their own address—wait. What was she thinking? She shook her head. Now was not the time to be distracted.

The rubber bottoms of her sneakers were pegging to the twig ground. She knelt down for a closer look only to find that the soles had partially melted. A flash of a thought crossed her mind that she was now in danger of being severely burned. She looked from the suns to their slobber and then to the ground, putting the cycle together. Apparently, the spit was hot enough to heat up the ground and melt the bottom of her shoes.

Which made absolutely _no_ sense to Maka. If it melted the bottom of her shoes, why weren't the twigs burning? On the other hand, it was the only explanation of which she could think. She questioned herself here, asking why the ground had not been so hot before. Her own answer was this: when she had bitten the apple and grown, she had accidently hit the suns. That angered them, and they proceeded to expel more of their extremely hot saliva.

A different part of Maka then offered another explanation. Perhaps the suns had not seen her to begin with until she had grown. 'Look at how starved the suns look,' this Maka suggested. 'They want to eat you right up, boil and digest you all in the same go.'

Maka winced, but then came upon the revelation of the word to describe the situation, "Terrific."

What an appropriate word, she mused. For some odd reason, she was oblivious to the danger, turning all her thoughts from trying to escape to self-praise of the single-world description. At its first meaning, it was her courage using sarcasm in the face of danger. Within the word's roots, however, was her true feeling of _terror. _

She snapped out of her thoughts, quite frightened that she could be so easily distracted by vocabulary. Maka took one step and reached the glass table, snatching the small golden tool from its surface. In one other stride she reached the small door and unlocked it and opened it once again. Not that it would matter—there was no possible way she could reach the frozen place on the other side.

She paused here, relishing the cool air that blew the opening. She savored the fresh, icy wind in the now steaming chamber. Why had she even bothered to open the door, if there was no way to get though? Why had she been so absent minded to leave the key on the table or to try that stupid apple? Why had she followed Soul down the well in the first place?

That was where she stopped herself again. She did not regret following her partner. The fact that she had questioned her decision in following Soul made Maka cross-analyze what she was thinking. For one thing, under no circumstances would she lament a decision concerning Soul. Another point was the fact that she seemed to be seized up in the moment.

No matter what situation, Maka tried to keep herself cool and collected. She would try to act as best she could in dangerous happenings, opting for the best solution. In dire circumstances, she would never give up hope and never reanalyze her train of thought. But this new place made her rethink situations, question her decisions, and ultimately realize that what she had initially believed was false.

"Is this really me?" she asked aloud. Never before had she been so absent minded. This was not normal. She couldn't believe what was happening at the moment. There was definitely something odd about this place.

Cool salvation on the other side of the door was within arm's length, but it was her own absent mindedness that prevented her from reaching it. This was a crushing fact, a total buzz kill on her hope and confidence. There seemed to be no solution. How would she ever get out of this chamber?

She gulped at the dripping saliva. It puddle around edges of the chamber. Her sneakers were now burning her feet. She wondered if it would be safer to remove them so she could move and not be pegged to the ground by melted rubber or keep them on in case she needed them later.

Later! As if there would be a later if she didn't get out of this. "C'mon, Maka, snap out of it," she whined. She just really needed to calm herself. Where there was a will, there was a way: somehow, she'd make it out of this place. It was just so mind-boggling that she was being distracted by her own thinking.

Maka then thought about her height: perhaps the way out was back up the well. Now that she was tall enough, perhaps she could climb her way back up. She instantly brightened at this new hope. 'See?' a part of her praised. 'All you had to do was think some more. There's always a solution.' Maka couldn't help but smile.

But then she took a step, and _tripped. _She felt her center of balance shift on the wigs, her feet fly up in the air before her, her arm reaching to something that wasn't there. Maka also realized that a big puddle of clear sun spit was before her. She wondered how convenient it must be to the person who set up the room, to have salivating suns as lamps. Probably not convenient, she concluded.

Her eyes widened in shock as she splashed into the thick, droopy liquid. Her heart was pounding, ready for that initial shock of pain that came with being burned, but it never came. For some disturbingly odd reason, the drool that had singed her earlier did not harm her at all.

Maka blinked once, twice. She looked at the red streak from earlier—yes, it was still there, and now blistering. However, what she was doused in now did not harm her. It was just extremely gross. Maka tried to rattle off the saliva from her hands saying, "This makes _no _sense at all!"

At this point, she heard some footsteps on the twigs and splashes of the slightly acidic, digestive solution. Who she saw next made her hesitate. It made her scared. It made her distracted. Soul was running across the chamber, now wearing his tasteful striped suit. Maka always though he cleaned up well, but the question remained as to why he was running around in expensive attire. That, and why he did not seem to notice the nine feet tall Maka.

Within the empty chamber, Maka heard him talk to himself. Soul looked at his wrist watch and stated nervously, "Crap. The Duchess is gonna be pissed if I keep her waiting." In his hands he held a pair of immaculate gloves and an old, Victorian fan.

Maka really wanted to ask 'Who's this _duchess?' _but instead said, "Hey, Soul, what is going—"

The dressed up Soul literally jumped when he heard her voice. It was peculiar, seeing him surprised by her, even if she was bigger than usual. He stared at her gigantic form like he was looking at a clock tower counting down to the apocalypse. Out of surprise did the Weapon drop the objects he was holding and sprinted off into a shadowy part of the room.

"W-wait!" Maka started, but Soul had once again disappeared. She hurriedly picked up the small objects that were on the ground. The gloves were of thick, white dyed leather. Dots and lines were arranged in numerical patterns on each finger. Maka recognized them as the Mayan number system, though she had no idea why anyone would want to number their own fingers. Especially since most people had five per hand anyway.

Maka looked at her hands. Yes, indeed. Five on the left, five on the right. Five plus five equals ten. It was strange that when counting backwards from ten starting on one hand left a finger labeled the number six—

"Maka! Concentrate!" she scolded herself again. She supposed it was the temperature; Maka found herself unconsciously fanning herself with the small device. Meanwhile, the suns continued to salivate and increase the volume of liquid on the ground.

Maka approached the shadowed wall where Soul had scurried off too, only to reveal nothing. The sides were desolate; her only way out was climbing up or finding a way through the small door. However, now that Soul was here, she simply had to get to the bottom of it.

"A sound soul resides with a sound mind and sound body. Even people now have square souls, ideas in file, I declare, and on their shoulders, angles wear. Just yesterday I shed a tear and it was square," Maka recited calmly, but blinked in confusion what she just stated. Fanning wind on her face she said, quite disturbed, "That doesn't sound right. Now, what was it…?"

After a moment, she said, "Now I sound like Black Star, remembering things wrong. Maybe I'll glow blue hair, too, for all I know…" She instinctively touched her pigtails, which were still a dirty blonde. She sighed, disappointed that she couldn't have noticeable hair like the assassin-type Meister.

_Then _Maka realized that she had discarded her own gloves in exchange for the ones Soul had discarded. She looked puzzled at the situation, wondering how her hands were able to fit into such coverings. Putting two and two together, it dawned on her that she had shrunk once again.

Which mean that she could escape! Maka rushed towards the small door covered by the curtain, dodging cascading dribble. She placed her hand on the doorknob, twisting the handle. To her dismay, it was locked. "No way," she said as her heart fell. Just as before, she had left the key on top of the glass table.

The ground was like marble in the desert; waves of heat could be seen radiating from the twigs. The only sanctuary was the saliva that had burned her leg earlier. There was something inherently wrong about herself today. There was no way she could have made such a careless mistake. In contrast to the situation, Maka felt that the gaffe was not life threatening. Somehow she would make it out of the room, find Soul, and finish her essay.

At the same moment she was nurturing her positive attitude, she slipped. Yes—that's right. She was slipped while standing up. Maka was now immersed in the sun's cool saliva. For some reason, it was now deeper than she was tall. Like a think pudding draining down the sink, it swept her off her feet. Maka stroked to the surface and took deep breaths as the liquid churned all around her.

She glared at the drooling suns, thinking how annoying they were to her in this situation. She felt grateful that he wasn't made of simple sugars; otherwise, the digestive enzymes in the saliva would break her down. Maka brushed this silly thought aside and murmured, "Might as well go with the flow."

The river forced open a door and pushed her though a dark corridor. This hallway had an ornate, decorated ceiling painted with renaissance -like frescos. Candelabras lined the wall, but only one of the flames was lit. At least this soft light gave enough illumination to see some feet ahead.

In the near distance, Maka caught sight a large, slimy form. It croaked in a strange _girly _manner, and its webbed feet beat against the water in a bored fashion. It appeared to be a frog. Maka took one stroke closer to the amphibian, but the animal somehow transformed into a young girl.

Maka instantly recognized the girl as Eruka—the frog witch. She was part of Medusa's band when the Kishin was released. The Meister narrowed her eyes and swam closer and stealthily towards the unsuspecting witch. Maka couldn't be sure that without her Weapon she would be enough, but she couldn't just let Eruka get away.

Maka leapt upon the witch, locking her hands around the neck in a tight strangle. Eruka grasped in surprise—but Maka doused her yell as she shoved Eruka under the surface.

It wasn't enough—the frog witch resurfaced without much effort. After all, water seemed to be _her _environment. Maka, however, did not release her grip; her thumb and finger were locked on the trachea, ready to cut air supply or rip the organ out entirely. "Witch!" the Meister cried. "Tell me where this is!"

Eruka literally croaked. Looking into her eyes, Maka got a strange feeling that Eruka was not herself (not that Maka actually knew her on a personal level). "What are you doing here?" Maka threatened, tightening her grip. She then threatened, "I'll feed you _snakes!_"

Logical, right? Because snakes eat frogs…yeah…

At that point the current shifted and both Maka and poor Eruka were plumed under the saliva. Maka had no choice but to release the witch in order to swim back to the surface. After submerged in the dim darkness of the liquid for what seemed like a full minute, they resurfaced into a calm plunge pool.

Eruka was floating nearby, a horrified looked on her face. "S-snakes!" she clawed at her face in terror. "Not snakes! Please, no!"

Maka raised an eyebrow. She did not quite understand what was making a _witch _freak out, but it seemed to be working to her advantage. Maka grinned mischievously. "That's right—snakes," she swam lazily towards Eruka. "If you don't tell me what's going on, you'll be eaten by snakes."

Eruka gulped, making a frog-like ribbit noise. Suddenly, her face turned a sorrowful dark. She spat, "I have enough snakes to deal with." She then rapidly swam away from Maka, greatly disrupting the surface tension of the water.

"Get back here!" Maka yelled, sprinting after her. A part of her mind was yelling 'I can't believe I'm swimming through _drool.'_

"B-but I _hate _snakes!" Eruka sobbed back. "I can't stand them! They're horrible creatures! They eat you from the inside out! They are poison!"

Conscious Maka did not understand what Eruka the frog witch was saying. The only thing that mattered was catching up with her. On the other hand, another part of Maka instantly made the connection between snakes and Medusa. This part of her also realized that Eruka was extremely fearful of snakes.

"Frog-lady! Come here! I won't talk about snakes anymore!" Maka yelled ahead.

It was like the previous Eruka completely disappeared. In its place was a puffy-eyed sniffing girl. "Y-you won't talk about them?" she stuttered.

"U-uh…no," Maka tilted her head in confusion, all anger forgotten.

Her eyes watered profusely, "Then, come with me to the shore—I'll tell you why I hate snakes."

If Maka was confused before, she was really bewildered now. Didn't Eruka just say that she did not want to speak of snakes? Now, it seemed like was willing to tell her life story of her snake infestation. Maka gave a small smile and nodded, grabbing a hold of Eruka. The frog-witch quickly escorted them to the shore.

Sand-colored marble steps came up from the depths of the saliva. Both Maka and Eruka ascended them onto the river's bank. The marble here loosened and disintegrated into small shells and sand. Maka glanced backwards only to find the river completely gone. Where it had flowed had turned the sand and marble into glass. It sparkled like champagne.

"This way!" Eruka called and motioned Maka over.

Standing around a pile of blue, purple, and green glistening shells were some other forms that Maka immediately recognized. Off to the side stood Kim, a classmate of Maka. She was Jackie's Meister, but the Weapon was nowhere in sight. For some reason, small animal-like ears were on top of her head, and a striped furry tail poked up from underneath her school skirt.

Maka also caught sight of the Mizune witch. The pink haired magic user was of her so called 'adult' form, a combination of four little Mizune sisters. She was tapping her foot in impatience. Staring slightly amused at the shells was another tall, pale woman with dark hair. Her eyes flashed of cobwebs in the candle light. Arachne, a matron of spiders, a player in the development of Weapons.

"What is she doing here?" Maka whispered. She sorely wished that she was able to use her soul as a weapon like Professor Stien.

One final figure was purring on the ground, twirling her hair in a playful and suggestive way. Maka knew this one as Blair—the cat that had tricked Soul and Maka into failing to capture their 100th soul.

"Kim, Blair! It's great to know that there's someone else here," Maka began, but checked herself. They weren't the same as usual. Kim seemed to be more interested in the ceiling, craning her neck at the painting. Blair was too bust attempting to braid her hair.

"Image you have been imprisoned all your life in a dark cave," Kim muttered aimlessly. The candles flickered like death blowing on their wax.

"Your hands and feet are shackled and your head restrained," Blair continued, "so that you can only look at the walls straight in front of you."

Maka felt all of their eyes on her. She noticed that her friends, as well as the enemies present, were not behaving as their usual selves.

"Behind you's a fire, and between you and the fire is a walkway on which your captors carry various…stuff," Arachne interrupted slowly, as if saddened by the fact she couldn't think of a better word for 'stuff.' Nevertheless, she offered a devious smile to the Meister.

"The shadows cast on the wall by these objects are the only things you and the others have ever seen, all you have ever thought and talked about," Mizune added. She added a staccato laugh, "Chi chi chi."

Maka felt herself fall into a defensive stance. Arachne, Eruka, and Mizune were one thing, but even Kim and Blair seemed hostile. All eyes were on Maka now.

Finally, Eruka said calmly, "Behold. Human beings living in an underground den, like ourselves…they see only their own shadows, or the shadows of one another, which the fire throws on the opposite wall of the cave."

Eruka and the others had a wide-eyed look plastered onto her face. They seemed a mix between boredom and wonder, like an avid movie-goer _wishing_ to be scared by the latest horror flick.

"Let's have a Carcass Race," Blair cheered, tossing her hair off her slender shoulders.

"A…_carcass _race. As in…corpse?" Maka said.

This definitely wasn't the Blair she knew so well. On one account, Blair would never recommend racing for a game. No, the cat happened to enjoy strip poker and other adult games. For another reason, there was no way she knew about Plato's Cave, the philosophical scenario of which the group had described. One part of Maka thought why they were discussing such an idea when it seemed as if it had nothing to do with her situation. Furthermore, didn't Eruka want to talk about her fear of snakes?

And there she went again—being distracted by her own thoughts.

Arachne the spider witch let out a great cackle. Four other arms extended from her body in awkward, disjointed positions. Mizune broke down into four identical small mouse-like witches. Kim emitted a light glow, becoming more puppy-like. Blair reverted into a slick black cat, her silver tag on her collar catching the light like a mirror.

Maka half expected herself to transform.

"Nyah!" Blair purred, a deadly playful sound emitting from her throat. "The one who comes in last dies on each lap."

"W-wait. I don't even know the bounds of this race!" Maka protested.

"You're going to find that nobody will tell you the rules here," Arachne said. She extended web towards the ceiling, lifting herself above the rest.

"Chi chi chi! Ready, set, go!" the Mizunes laughed in unison, flying about the chamber.

Maka was quickly filled with dread. There was no way she would be able to catch up to the witches. The sand provided no help either. Its loose surface provided no friction or base to propel into the next step at full speed.

_No! I can't think that way, _Maka yelled at herself. Despite her optimistic hope, she could not help but feel that the race in the sand would not end well.

* * *

So this chapter was very wordy...because Alice talks to herself. A lot. Maka just didn't seem like the talk-to-oneself kinda girl, so her feelings were mostly kept as thoughts.

Why saliva and not tears? Because, again, Maka is not a crybaby like Alice.

When was the key put back on the table a second time? It just _happened. _Maka, in other words, is being distracted by the odd place in which she fell.

Why the witches instead of the Mouse, Duck, Dodo, Lory and Eaglet? Because witches in SE seem to have animal counterparts…and none of them were birds. [And I know Blair is not a witch—just bear with it ;) ]

Why extend this chapter into the next? Because the next is the race! Finally, some action!

Don't get how Maka got from one room into the next? It doesn't make sense in the original, either...

Why a carcass race? Because the caucus race wasn't too exciting. Needed more dead people.

And as to when this story takes place? Manga-verse, right after Baba-Yaga arc, before Soul becomes a Deathsythe. In other words around Ch61. [For those who aren't familiar (warning, spoiler), this means: Kim is revealed as a witch, Arachne's done with, Chrona's gone AWAL, Medusa has achieved the status of Magnificent Bastard, and Kid's being a good little punching bag for Waffles Gopher.]

Also, to the readers: Chrona will be making an appearance. The chapter its already written, with "s/he", etc., in place when Chrona is refereed to in pronouns. BUT-- a lot of people review and say they want a female Chrona, I'm just going with the Funimation translation of changing the ambiguous Japanese "that person" to a masculine reference.

Review, please!


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